Risk Disclaimer

The holding of Coinmetro’s Coin (“Tokens”) and use of the Coinmetro exchange platform (“Platform”) (when developed) involve some risks, some of which are set out below.

These risks, and additional risks arising either now or in the future, could result in the destruction of Tokens or the utility of Tokens, and/or the termination of the development of the Platform.

You must consider carefully whether the risks set out below, as well as all other applicable risks, are acceptable to you prior to using the Platform.You must seek professional advice (legal, taxation, financial, technical or otherwise) regarding your particular situation before holding the Token or using the Platform.

These risks, and additional risks arising either now or in the future, could result in the destruction of Tokens or the utility of Tokens, and/or the termination of the development of the Platform.

You must consider carefully whether the risks set out below, as well as all other applicable risks, are acceptable to you prior to using the Platform.You must seek professional advice (legal, taxation, financial, technical or otherwise) regarding your particular situation before holding the Token or using the Platform.

Changes to the Platform

At the date, the Platform has specific functionality and utility. However, the Platform may undergo significant changes over time. Various features of the Platform, including its terms and conditions, fees, structure, purpose, consensus protocol, algorithm, source codes, infrastructure design and other technical specifications and parameters, may be updated and changed frequently without notice.

Further, the Platform may encounter difficulties during development, including financial, resourcing and technical difficulties. Particular features of the Platform may never be realised.

Further, the Platform may encounter difficulties during development, including financial, resourcing and technical difficulties. Particular features of the Platform may never be realised.

Incomplete Information Regarding the Platform

You will not have full access to all the information relevant to the Company and/or the Platform. The Company is not required to update you on the progress of the Platform.

Lack of Operating History of the Company

The Company is a newly formed entity, and has no operating history or track record that could be used (on its own) to evaluate its ability to deliver the Platform.

No Governance Rights Attached to Tokens

Tokens confers no governance rights of any kind with respect to the Platform or the Company. Accordingly, subject to other written arrangements to the contrary, all decisions involving the Platform will be made by the Company, including decisions to discontinue the Platform. These decisions could adversely affect the Platform and the utility of any Tokens that you hold.

No Assets or Property Underlying Tokens

Tokens confer no ownership interest in any assets or property. Nothing underpins the value of Tokens other than the prospect of Platform access.

Replication, Modification or Enhancement Arising from Open Source Nature of Platform

The Platform will be open-source in nature. This could allow anyone to replicate, modify or enhance the technologies that underlie the Platform, and readily create competitors for the Platform. These competitors may be more successful than the Platform.

The Potential for Misuse of the Platform

Services which may be banned, restricted or deemed immoral in certain jurisdictions may potentially use the Platform. As a result, governmental authorities or regulators may take action against the Platform. This may deter users from using the Platform, or may involve the complete shutdown of the Platform.

Reliance on Third-party Contractors

Development of the Platform, will require third-party contractors with particular expertise in Ethereum and blockchain technology. The availability of such contractors is limited. There may not be sufficient (or any) such contractors available on terms deemed acceptable by the Company. The costs associated with any such contractors may be significantly greater than currently estimated. Further, the quality, reliability and timely delivery of services by such contractors may vary significantly.

The Utility of Tokens Depends on the Platform

The utility of Tokens depends on the success of the Platform. The Platform may not be popular or widely used after Launch. In the long term, the Platform may fail to attract a critical mass of users. The Platform may be merged with other projects. Various circumstances, including technical advancement and competitors, may render the Platform obsolete.

Speculation May Drive Demand for Tokens

Tokens are transferable in accordance with these Terms and Conditions. Accordingly, demand for Tokens may be partially or wholly driven by speculation. Speculation may continue to drive demand for Tokens even after the launch of the Platform.

Inflation in the Supply of Tokens

The Total Token Supply will be fixed. The Company does not intend to issue or generate further Tokens, although this may change in the future.

Further Token Sales and Development and Sale of Additional Tokens

The Company may develop or otherwise raise funding for the Platform through any other means it deems necessary. You will not necessarily receive notice of this fundraising effort.

Volatility of Tokens

The circulation of Tokens is not the responsibility of the Company, and the Company does not presently intend to support or otherwise facilitate the secondary trading of Tokens. As a result, Tokens may not circulate freely or widely, and may not be listed on any secondary markets.

Even if Tokens do circulate on secondary markets, the value of Tokens may be highly volatile. Factors such as perceptions of the Company, delays in the development of the Platform, fluctuations in comparable projects and further token sales, market dynamics, regulatory actions and changes, technical advancements, as well as broader economic and political factors, may cause the value of Tokens to change significantly over a short period of time.

In addition, there may be insufficient liquidity to support an active market in Tokens, or the market in Tokens may become susceptible to market manipulation.

Volatility of ETH, Other Digital Assets and Fiat Currencies

Payments are made in ETH. The Company may hold the Proceeds in ETH, other digital assets or fiat currencies, or a combination of any of them. The value of these fiat currencies and digital assets may fluctuate significantly over a short period of time as a result of market dynamics, regulatory actions and changes, technical advancements, exchange availability and broader economic and political factors. This volatility is likely to impact the funding that is available for developing the Platform and may affect the utility of Tokens.

Concentration of Token Ownership

At any point in time, one or more persons may directly or indirectly control significant portions of the total supply of Tokens. Acting individually or in concert, these holders may have significant influence over the Platform. They may make decisions that are not in your best interest as a holder of Tokens.

The Legal Status of Token and Platform Is Pending

The Company is seeking legal advice on a number of matters relating to Tokens and the Platform. Pending such advice, and the Company’s decisions in relation to it, some or all aspects of these Terms and Conditions may need to be varied in accordance with clause 25 (“Assignment and novation”).

Further, the laws of various jurisdictions may apply to Tokens and the Platform. The application of these laws and regulations to Tokens and the Platform is, in many cases, largely untested, and is subject to change without notice. In particular, any current governmental or regulatory tolerance of cryptographic tokens or cryptocurrencies can change rapidly, and Tokens may at any time be deemed to be a security, investment, asset or money by governmental authorities or regulators.

At this stage, the Company expects that the Platform will be regulated in a number of key markets. This will require licensing that cannot be assured. This means that the Platform may not be available in certain markets, or at all. This could require the fundamental restructuring of the Platform. In the worst case, this could render the Tokens worthless because the Platform cannot be executed.

The Company may receive formal or informal queries, notices, requests or warnings by governmental authorities and regulators. Actions may be taken by governmental authorities and regulators against the Company or the Platform. As a result of such events, the Company may be required to discontinue the Platform.

You may also be subject to governmental or regulatory action by holding Tokens and/or using the Platform.

Tax Treatment and Accounting

The Company, Purchaser and transactions in relation to the Tokens and/or the Platform may be subject to the tax laws and regulations in any applicable jurisdictions. The tax treatment and accounting of transactions in relation to the Tokens and/or the Platform are uncertain and a largely untested area of law and practice that is subject to prospective and retroactive changes without notice. Tax treatment of cryptographic tokens and cryptocurrencies may vary amongst jurisdictions.

Your use of the Platform as a result of or in connection with any purchase, grant, delivery, exercise, vesting, distribution, activation, holding, use, appreciation, conversion, sale, exchange, redemption, assignment, transfer, disposal, may attract Taxes either now or in the future.

The Company may receive formal or informal queries, notices, requests, or summons from tax authorities and as a result the Company may be required to furnish certain information about the Platform. You must seek independent professional advice on the tax implications in relation to the use of the Platform and/or any other transactions for your particular situation.

Reliance on the Internet

Tokens and the Platform rely heavily on the internet. However, the public nature of the internet means that either parts of the internet, or the entire internet, may be unreliable or unavailable at any given time. Further, interruption, delay, corruption or loss of data, or the loss of confidentiality in the transmission of data, may occur when transmitting data via the internet.

Reliance on Ethereum

Tokens and the Platform rely on Ethereum. Ethereum is open-source software that is built upon experimental technology, namely blockchain. Risks arising from this reliance include (but are not limited to):

• (a) the existence of technical flaws in Ethereum;
• (b) targeting of Ethereum by malicious persons;
• (c) changes in Ethereum’s consensus protocol or algorithms;
• (d) decreased community or miner support for Ethereum;
• (e) rapid fluctuations in the value of ETH;
• (f) the existence or development of competing networks and platforms;
• (g) the existence or development of Forked versions of Ethereum;
• (h) flaws in the Solidity scripting language;
• (i) disputes between Ethereum developers, miners and/or users; and
• (j) regulatory action against Ethereum developers, miners and/or users.

Cryptographic Advancements

Developments in cryptographic technologies and techniques, including the advancement of artificial intelligence and/or quantum computing, pose security risks to all cryptography-based systems including Tokens and the Platform. Applying these technologies and techniques to Tokens and/or the Platform may result in theft, loss, disappearance, destruction, devaluation or other compromises of Tokens, the Platform or your data.

Source Code Changes and Flaws

The various source codes used in the Platform (when developed) are subject to change and may, at any time, contain one or more defects, weaknesses, inconsistencies, errors or bugs.

There’s No Anonymity When Using Ethereum

Your holding and transfer of Tokens and/or use of the Platform (when developed) will not be anonymous. Your address and such actions will be recorded on an unpermissioned blockchain, namely Ethereum. It is possible to match addresses to identities.

Inadequate Computing Resources

The Platform will require intensive computing resources. The demand for these resources may exceed the Company’s estimates. Ultimately, the Company’s resources may prove inadequate to develop the Platform, which may affect the delivery and/or utility of Tokens.

The Loss of a Private Key Is Permanent and Irreversible

You alone are responsible for securing your private key. Losing control of your private key will permanently and irreversibly deny you access to your Tokens. Neither the Company nor any other person will be able to retrieve or protect your Tokens. Once lost, you will not be able to transfer your Tokens to any other address or wallet. You will not be able to realise any value or utility that the Token may hold now or in the future.

The Targeting of Tokens, the Platform and the Company by Malicious Persons

Tokens and the Platform (when developed) and the Company may be targeted by malicious persons who may attempt to steal Tokens or otherwise intervene in the functioning of the Platform or the Company.

This includes (but is not limited to) interventions by way of:

• (a) distributed denial of service (DDoS);
• (b) Sybil Attacks;
• (c) phishing;
• (d) social engineering;
• (e) hacking;
• (f) smurfing;
• (g) malware;
• (h) Double Spending;
• (i) majority-mining, consensus-based or other mining attacks;
• (j) misinformation campaigns; and
• (k) spoofing.

Tokens and the Platform may also be vulnerable to exploitation of vulnerabilities in smart contracts and other code, as well as to human error. This could result in significant loss and/or other impacts that may materially affect your interests.

The Targeting of the Purchaser by Malicious Persons

Malicious entities may target you in an attempt to steal any Tokens or cryptocurrencies that you may hold, or to claim any Tokens that you may have purchased. This may involve unauthorised access to your Digital Wallet, your private keys, your cryptocurrency addresses, your email or social media accounts, as well as unauthorised access to your computer, smartphone and any other devices that you may use.

You alone are responsible for protecting yourself against such actions.

Jurisdiction Related Risks

Changes in your place of domicile or the applicable law may result in you violating any legal or regulatory requirements of your applicable jurisdiction. You are responsible for ensuring that the delivery, holding, use or exchange of Tokens is, and remains lawful despite changes to applicable laws, your residence and circumstances.